In your letter dated December 2, 2002, as supplemented by conversations
with the staff, you request on behalf of Goldman, Sachs & Co. and
Deutsche Bank Securities (together the Underwriters) and their affiliates,
an exemption from Rule 101 of Regulation M in connection with the sale by
Colombia of a new issue of U.S. dollar- denominated unsecured global bonds
due 2013 (New Bonds). Specifically, you seek an exemption to permit the
Underwriters and their affiliates to act as market makers in the New Bonds
while participating in the distribution of the New Bonds. We have attached
a copy of your letter to avoid reciting the facts that it presents. Unless
otherwise noted, each defined term in this letter has the same meaning as
defined in your letter.

Response:

On the basis of your representations and the facts presented, but
without necessarily concurring in your analysis, the Commission hereby
grants an exemption from Rule 101 to permit the Underwriters and their
affiliates, in connection with their role as market makers, to bid for,
purchase, and solicit the purchase of the New Bonds during the applicable
restricted period for the distribution of the New Bonds. In particular,
this exemption is based on the facts that: Colombia is a sovereign
government whose financial affairs are widely reported on; the market for
the New Bonds is expected to be highly liquid and to have significant
depth of trading; the Underwriters estimate that approximately 10 dealers
are expected to regularly place bids and offers for the New Bonds, of
which approximately 5 are expected to be continuous market makers; the
Underwriters estimate that daily purchases and sales of the New Bonds by
the Underwriters and their affiliates will not account, on average, for
more than 20% of the average daily trading volume in the New Bonds; the
New Bonds are expected to trade primarily on the basis of a spread to the
United States Treasury security with a corresponding maturity, in a manner
similar to trading in investment grade debt securities; the New Bonds are
expected to be rated Ba2 by Moody's Investment Services, Inc. and BB by
Standard & Poors; as of September 30, 2002, Colombia's public sector
external debt aggregated approximately U.S. $22.2 billion in principal
amount; and the Offering will be made pursuant to Colombia's effective
shelf registration statement filed with the Commission under the
Securities Act of 1933. This exemption is subject to the following
conditions:

The Underwriters and their affiliates shall provide to the Division
of Market Regulation (Division) upon request, a daily time-sequenced
schedule of all transactions in the New Bonds made during the period
commencing five business days prior to the pricing of the Offering, and
ending when the distribution in the United States is completed or
abandoned, on a transaction-by-transaction basis,
including:

size, broker (if any), time of execution, and price of the
transactions,

the exchange, quotation system, or other facility through which
the transactions occurred, and

whether the transactions were made for a customer account or a
proprietary account.

The records required pursuant
to this exemption shall be maintained by the Underwriters and their
affiliates for at least two years from the date of the termination of
the Offering.

The prospectus supplement for the Offering shall disclose that the
Underwriters and certain affiliates have been exempted, consistent with
this letter, from the provisions of Rule 101.

The foregoing exemption from Rule 101 is based solely on your
representations and the facts presented, and it is strictly limited to the
application of this rule to the proposed transactions. Such transactions
should be discontinued, pending presentation of the facts for our
consideration, if any material change occurs with respect to any of those
facts or representations.

In addition, persons relying on this exemption are directed to the
anti-fraud and anti-manipulation provisions of the federal securities
laws, including Sections 9(a) and 10(b) of the Securities Exchange Act of
1934 (Exchange Act), and Rule 10b-5 thereunder. Responsibility for
compliance with these and any other provisions of the federal or state
securities laws must rest with the Underwriters and their affiliates. The
Division expresses no view with respect to any other questions that the
proposed transactions may raise, including, but not limited to, the
adequacy of disclosure concerning, and the applicability of other federal
and state laws or Exchange Act rules to the proposed transactions.

For the Commission, bythe Division of
Market Regulation,pursuant to delegated authority,